Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2024

The Joint Corp.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-36724	90-0544160
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

16767 N. Perimeter Drive, Suite 110

Scottsdale, Arizona 85260

(Address of principal executive offices) (Zip Code)

(480) 245-5960

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001

JYNT

The NASDAQ Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 8, 2024, The Joint Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2024. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure.

The Company is posting an earnings presentation to its website at https://ir.thejoint.com/. A copy of the earnings presentation is being furnished herewith as Exhibit 99.2. The Company will use the earnings presentation during its earnings conference call on August 8, 2024 and also may use the earnings presentation from time to time in conversations with analysts, investors and others.

The information furnished in this Item 7.01 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The information contained in Exhibit 99.2 is summary information that is intended to be considered in the context of the Company’s filings with the SEC. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number Exhibits

99.1 Press Release, dated August 8, 2024

99.2 The Joint Corp. Earnings Presentation, dated August 2024

104 Cover Page Interactive Data File (embedded within the Inline XBRL

document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			THE JOINT CORP.

Date:	August 8, 2024	By:	/s/ Peter D. Holt
			Peter D. Holt
			President and Chief Executive Officer

99.1

The Joint Corp. Reports Second Quarter 2024 Financial Results

- Grew Q2 2024 Revenue 3%, System-wide Sales 8% and System-wide Comp Sales 2% vs. Q2 2023 -

- Increased Clinic Count to 960 at June 30, 2024 -

SCOTTSDALE, Ariz., August 8, 2024 – The Joint Corp. (NASDAQ: JYNT), a national operator, manager, and franchisor of chiropractic clinics, reported its financial results for the quarter ended
June 30, 2024.

Financial Highlights: Q2 2024 Compared to Q2 2023

●Grew revenue 3% to $30.3 million.

●Reported net loss of $3.6 million, including $1.5 million in litigation expense, $1.4 million in loss on disposition or impairment and the cost associated with an in-person national franchise conference, compared to net loss of $320,000, including loss on disposition or impairment of $144,000.

●Reported Adjusted EBITDA of $2.1 million, compared to $3.2 million.

●Increased system-wide sales1 8% to $129.6 million.

●Reported system-wide comp sales2 of 2%.

●Sold 7 franchise licenses, compared to 21, reflecting the impact of the refranchising process.

●Increased the total clinic count to 960 – 829 clinics franchised and 131 clinics company-owned or managed clinics – at June 30, 2024. During Q2 2024, The Joint

○opened nine franchised clinics;

○refranchised two clinics; and

○closed three clinics: one franchised and two company-owned or managed.

“In 2024, our highest priorities are refranchising corporate clinics and improving unit economics. In the second quarter of 2024, we delivered topline growth and positive Adjusted EBITDA, even with the ongoing economic concerns,” said Peter D. Holt, President and Chief Executive Officer of The Joint Corp. “Based on early negotiations with existing franchisees, we refranchised two clinics in the second quarter and have over ten more in the letter of intent process, including five in the Kansas City market. Having recently finalized our Confidential Information Memorandum package with Capstone Partners, a full-service middle market investment bank with specialization in refranchising, we are prepared to aggressively market clusters of clinics. To increase clinic profitability, we are embracing new innovation in operations, IT and marketing that leverage the size of our network on national and local levels. Our educational efforts attracted over 930,000 new patients to The Joint in 2023, of which 36% were new to chiropractic care. In 2024, we continue to positively influence the market, and as more and more people discover chiropractic care, our reach is boundless.”

1 System-wide sales include revenues at all clinics, whether operated or managed by the company or by franchisees. While franchised sales are not recorded as revenues by the company, management believes the information is important in understanding the company’s financial performance, because these revenues are the basis on which the company calculates and records royalty fees and are indicative of the financial health of the franchisee base.

2 System-wide comp sales include the revenues from both company-owned or managed clinics and franchised clinics that in each case have been open at least 13 full months and exclude any clinics that have closed.

Financial Results for Second Quarter Ended June 30, 2024 Compared to June 30, 2023

Revenue was $30.3 million in the second quarter of 2024, compared to $29.3 million in the second quarter of 2023. Cost of revenue was $2.8 million, compared to $2.6 million in the second quarter of 2023, reflecting the associated higher regional developer royalties and commissions.

Selling and marketing expenses were $5.4 million, compared to $4.7 million, reflecting expenses related to the in-person national franchise conference and the timing of advertising spend. Depreciation and amortization expenses decreased 35% for the second quarter of 2024, as compared to the prior year period, primarily due to the impact of corporate clinics that are being held for sale in connection with the refranchising efforts.

General and administrative expenses were $22.6 million, up from $19.9 million in the second quarter of 2023, primarily due to $1.5 million in legal expenses associated with a class action suit related to time and wages reflecting the complexity of doing business in California as well as the increased expense to support more clinics.

Loss on disposition or impairment was $1.4 million, related to the quarterly impairment analysis of clinics held for sale as part of the refranchising efforts, compared to $144,000 in the second quarter of 2023.

Income tax expense was $178,000, compared to income tax benefit of $161,000 in the second quarter of 2023. Net loss was $3.6 million, including $1.5 million in employee litigation, $1.4 million of loss on disposition or impairment and the expense associated with an in-person national franchise conference, or $0.24 loss per share. This compares to net loss of $320,000, including the $144,000 of loss on disposition or impairment, or $0.02 loss per share, in the second quarter of 2023.

Adjusted EBITDA was $2.1 million, compared to $3.2 million the second quarter of 2023.

Financial Results for Six Months Ended June 30, 2024 Compared to June 30, 2023

Revenue was $60.0 million in the first half of 2024, compared to $57.6 million in the first half of 2023. Net loss was $2.6 million, including $1.8 million of loss on disposition or impairment, $1.5 million in employee litigation and the expense associated with an in-person national franchise conference, or 18 cents loss per share. This compares net income for the first half of 2023 of $2.0 million, including the $3.9 million employee retention credit and $210,000 of loss on disposition or impairment, or $0.13 loss per diluted share.

Adjusted EBITDA was $5.6 million, compared to $5.3 million the first half of 2023.

Balance Sheet Liquidity

Unrestricted cash was $17.5 million at June 30, 2024, compared to $18.2 million at December 31, 2023. Cash flow for the six-month period ended June 30, 2024 includes $1.8 million from operations and $224,000 from the net proceeds of the sales of clinics offset by ongoing IT capex and the $2.0 million first quarter 2024 repayment of the line of credit to JP Morgan Chase. Through this facility, we have retained immediate access to $20 million through February 2027.

2024 Guidance

The company reiterated all elements of its guidance.

●System-wide sales are expected to be between $530 and $545 million, compared to $488.0 million in 2023.

●System-wide comp sales for all clinics open 13 months or more are expected to be in the mid-single digits in 2024.

●New franchised clinic openings, excluding the impact of refranchised clinics, are expected to be between 60 and 75, compared to 104 in 2023.

Conference Call

The Joint Corp. management will host a conference call at 5:00 p.m. ET on Thursday,
August 8, 2024, after the market close. Stockholders and interested participants may listen to a live broadcast of the conference call by dialing 1-(833) 630-0823 or (412) 317-1831 and ask to be joined into the ‘The Joint’ call approximately 15 minutes prior to the start time.

The live webcast of the call with accompanying slide presentation can be accessed in the IR events section https://ir.thejoint.com/events and available for approximately one year. An audio archive can be accessed for one week by dialing (877) 344-7529 or (412) 317-0088 and entering conference ID 9073185.

Commonly Discussed Performance Metrics

This release includes a presentation of commonly discussed performance metrics. System-wide sales include revenues at all clinics, whether operated by the company or by franchisees. While franchised sales are not recorded as revenues by the company, management believes the information is important in understanding the company’s financial performance, because these sales are the basis on which the company calculates and records royalty fees and are indicative of the financial health of the franchisee base. System-wide comp sales include the revenues from both company-owned or managed clinics and franchised clinics that in each case have been open at least 13 full months and exclude any clinics that have closed.

Non-GAAP Financial Information

This release also includes a presentation of non-GAAP financial measures. EBITDA and Adjusted EBITDA are presented because they are important measures used by management to assess financial performance, as management believes they provide a more transparent view of the company’s underlying operating performance and operating trends. Reconciliation of historical net income/(loss) to EBITDA and Adjusted EBITDA is presented in the table below. The company defines EBITDA as net income/(loss) before net interest, tax expense, depreciation, and amortization expenses. The company defines Adjusted EBITDA as EBITDA before acquisition-related expenses (which includes contract termination costs associated with reacquired regional developer rights), net (gain)/loss on disposition or impairment, stock-based compensation expenses, costs related to restatement filings, restructuring costs, litigation expenses (consisting of legal and related fees for specific proceedings that arise outside of the ordinary course of our business) and other income related to employee retention credits.

EBITDA and Adjusted EBITDA do not represent and should not be considered alternatives to net income or cash flows from operations, as determined by accounting principles generally accepted in the United States, or GAAP. While EBITDA and Adjusted EBITDA are used as measures of financial performance and the ability to meet debt service requirements, they are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation. EBITDA and Adjusted EBITDA should be reviewed in conjunction with the company’s financial statements filed with the SEC.

Forward-Looking Statements

This press release contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of industry trends, our future financial and operating performance and our growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Words such as, "anticipates," "believes," "continues," "estimates," "expects," "goal," "objectives,"

"intends," "may," "opportunity," "plans," "potential," "near-term," "long-term," "projections," "assumptions," "projects," "guidance," "forecasts," "outlook," "target," "trends," "should," "could," "would," "will," and similar expressions are intended to identify such forward-looking statements. Specific forward looking statements made in this press release include, among others, our 2024 highest priorities of refranchising corporate clinics and improving unit economics; our plans to aggressively market clusters of clinics; our plans to increase clinic profitability, by embracing new innovation in operations, IT and marketing that leverage the size of our network on national and local levels; our belief that in 2024, we continue to positively influence the market, and as more and more people discover chiropractic care, our reach is boundless; our anticipation of the success of the fourth quarter of 2024 promotions; and our expectations for system-wide sales, system-wide comp sales for all clinics open 13 months or more; and new franchised clinic openings, excluding the impact of refranchised clinics. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include, but are not limited to, our inability to identify and recruit enough qualified chiropractors and other personnel to staff our clinics, due in part to the nationwide labor shortage and an increase in operating expenses due to measures we may need to take to address such shortage; inflation, which has increased our costs and which could otherwise negatively impact our business; our failure to profitably operate company-owned or managed clinics; our failure to refranchise as planned; short-selling strategies and negative opinions posted on the internet, which could drive down the market price of our common stock and result in class action lawsuits; our failure to remediate future material weaknesses in our internal control over financial reporting, which could negatively impact our ability to accurately report our financial results, prevent fraud, or maintain investor confidence; and other factors described in our filings with the SEC, including in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 8, 2024 and subsequently filed current and quarterly reports. We qualify any forward-looking statements entirely by these cautionary factors. We assume no obligation to update or revise any forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

About The Joint Corp. (NASDAQ: JYNT)

The Joint Corp. (NASDAQ: JYNT) revolutionized access to chiropractic care when it introduced its retail healthcare business model in 2010. Today, it is the nation's largest operator, manager and franchisor of chiropractic clinics through The Joint Chiropractic network. The company is making quality care convenient and affordable, while eliminating the need for insurance for millions of patients seeking pain relief and ongoing wellness. With over 900 locations nationwide and more than 13 million patient visits annually, The Joint Chiropractic is a key leader in the chiropractic industry. Consistently named to Franchise Times "Top 500+ Franchises" and Entrepreneur's "Franchise 500" lists and recognized by FRANdata with the TopFUND award, as well as Franchise Business Review's "Top Franchise for 2023," "Most Profitable Franchises" and "Top Franchises for Veterans" ranking, The Joint Chiropractic is an innovative force, where healthcare meets retail. For more information, visit www.thejoint.com. To learn about franchise opportunities, visit www.thejointfranchise.com.

Business Structure

The Joint Corp. is a franchisor of clinics and an operator of clinics in certain states. In Arkansas, California, Colorado, District of Columbia, Florida, Illinois, Kansas, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New York, North Carolina, Oregon, Pennsylvania, Tennessee, Washington, and West Virginia, The Joint Corp. and its franchisees provide management services to affiliated professional chiropractic practices.

Media Contact: Margie Wojciechowski, The Joint Corp., margie.wojciechowski@thejoint.com

Investor Contact: Kirsten Chapman, LHA Investor Relations, 415-433-3777, thejoint@lhai.com

– Financial Tables Follow –

THE JOINT CORP.

CONSOLIDATED BALANCE SHEETS


	June 30, 2024		December 31, 2023
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	17,457,625	$	18,153,609
Restricted cash	1,190,096		1,060,683
Accounts receivable, net	3,575,784		3,718,924
Deferred franchise and regional development costs, current portion	1,041,492		1,047,430
Prepaid expenses and other current assets	3,436,072		2,439,837
Assets held for sale	16,686,248		17,915,055
Total current assets	43,387,317		44,335,538
Property and equipment, net	8,928,658		11,044,317
Operating lease right-of-use asset	11,859,692		12,413,221
Deferred franchise and regional development costs, net of current portion	4,798,535		5,203,936
Intangible assets, net	4,145,162		5,020,926
Goodwill	7,677,695		7,352,879
Deferred tax assets ($1.1 million and $1.1 million attributable to VIEs as of June 30, 2024 and December 31, 2023)	907,019		1,031,648
Deposits and other assets	736,498		748,394
Total assets	$	82,440,576	$	87,150,859

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,639,841	$	1,625,088
Accrued expenses	3,161,257		1,963,009
Co-op funds liability	1,190,096		1,060,683
Payroll liabilities ($0.7 million and $0.7 million attributable to VIEs as of June 30, 2024 and December 31, 2023)	4,272,155		3,485,744
Operating lease liability, current portion	3,811,835		3,756,328
Finance lease liability, current portion	26,038		25,491
Deferred franchise fee revenue, current portion	2,521,156		2,516,554
Deferred revenue from company clinics ($2.2 million and $1.6 million attributable to VIEs as of June 30, 2024 and December 31, 2023)	4,420,601		4,463,747
Upfront regional developer Fees, current portion	298,306		362,326
Other current liabilities	532,251		483,249
Liabilities to be disposed of ($2.8 million and $3.6 million attributable to VIEs as of June 30, 2024 and December 31, 2023)	12,140,570		13,831,863
Total current liabilities	34,014,106		33,574,082
Operating lease liability, net of current portion	10,205,222		10,914,997
Finance lease liability, net of current portion	24,858		38,016
Debt under the Credit Agreement	—		2,000,000
Deferred franchise fee revenue, net of current portion	12,935,888		13,597,325
Upfront regional developer fees, net of current portion	814,823		1,019,316
Other liabilities ($1.2 million and $1.2 million attributable to VIEs as of June 30, 2024 and December 31, 2023)	1,235,241		1,235,241
Total liabilities	59,230,138		62,378,977


THE JOINT CORP. CONSOLIDATED BALANCE SHEETS (CONT)
	June 30, 2024		December 31, 2023
LIABILITIES AND STOCKHOLDERS' EQUITY (CONT’)	(unaudited)
Commitments and contingencies (Note 10)
Stockholders' equity:
Series A preferred stock, $0.001 par value; 50,000 shares authorized, 0 issued and outstanding, as of June 30, 2024 and December 31, 2023	—		—
Common stock, $0.001 par value; 20,000,000 shares authorized, 14,996,787 shares issued and 14,963,772 shares outstanding as of June 30, 2024 and 14,783,757 shares issued and 14,751,633 outstanding as of December 31, 2023	14,996		14,783
Additional paid-in capital	48,595,496		47,498,151
Treasury stock 33,015 shares as of June 30, 2024 and 32,124 shares as of December 31, 2023, at cost	(870,058)		(860,475)
Accumulated deficit	(24,554,996)		(21,905,577)
Total The Joint Corp. stockholders' equity	23,185,438		24,746,882
Non-controlling Interest	25,000		25,000
Total equity	23,210,438		24,771,882
Total liabilities and stockholders' equity	$	82,440,576	$	87,150,859

THE JOINT CORP.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues:
Revenues from company-owned or managed clinics	$	17,648,736	$	17,802,838	$	35,186,240	$	34,930,795
Royalty fees	7,846,328		7,172,159		15,433,874		14,038,182
Franchise fees	719,103		671,368		1,374,977		1,425,794
Advertising fund revenue	2,240,838		2,041,050		4,407,311		3,993,455
Software fees	1,415,036		1,234,812		2,801,812		2,444,817
Other revenues	390,520		384,957		778,513		774,962
Total revenues	30,260,561		29,307,184		59,982,727		57,608,005
Cost of revenues:
Franchise and regional development cost of revenues	2,458,186		2,236,442		4,799,951		4,377,277
IT cost of revenues	368,486		359,070		742,797		692,920
Total cost of revenues	2,826,672		2,595,512		5,542,748		5,070,197
Selling and marketing expenses	5,401,834		4,707,818		9,287,948		8,868,062
Depreciation and amortization	1,523,813		2,329,267		2,927,718		4,544,322
General and administrative expenses	22,570,908		19,904,796		42,834,600		39,943,272
Total selling, general and administrative expenses	29,496,555		26,941,881		55,050,266		53,355,656
Net loss on disposition or impairment	1,435,320		144,345		1,797,423		209,815
Loss from operations	(3,497,986)		(374,554)		(2,407,710)		(1,027,663)
Other income (expense), net	79,910		(106,520)		115,540		3,714,642
Income (loss) before income tax expense	(3,418,076)		(481,074)		(2,292,170)		2,686,979
Income tax (benefit) expense	178,322		(160,585)		357,249		681,304
Net (loss) income	$	(3,596,398)	$	(320,489)	$	(2,649,419)	$	2,005,675
Earnings (loss) per share:
Basic (loss) earnings per share	$	(0.24)	$	(0.02)	$	(0.18)	$	0.14
Diluted (loss) earnings per share	$	(0.24)	$	(0.02)	$	(0.18)	$	0.13
Basic weighted average shares	14,950,082		14,684,035		14,875,718		14,625,435
Diluted weighted average shares	15,206,238		14,952,363		15,110,736		14,907,593

THE JOINT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net income (loss)	$	(2,649,419)	$	2,005,675
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	2,927,718		4,544,322
Net loss on disposition or impairment (non-cash portion)	1,797,422		209,815
Net franchise fees recognized upon termination of franchise agreements	(73,526)		(20,050)
Deferred income taxes	124,629		477,154
Stock based compensation expense	1,045,460		683,227
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	85,861		376,444
Prepaid expenses and other current assets	(997,307)		(1,208,605)
Deferred franchise costs	385,256		51,268
Deposits and other assets	5,196		(12,557)
Assets and liabilities held for sale, net	(1,674,226)		—
Accounts payable	14,284		(1,440,375)
Accrued expenses	1,198,248		1,104,369
Payroll liabilities	786,411		815,290
Deferred revenue	(631,272)		245,363
Upfront regional developer fees	(268,513)		(397,457)
Other liabilities	(239,348)		59,259
Net cash provided by operating activities	1,836,874		7,493,142

Cash flows from investing activities:
Proceeds from sale of clinics	224,100		—
Acquisition of CA clinics	—		(1,050,000)
Purchase of property and equipment	(657,450)		(2,729,875)
Net cash used in investing activities	(433,350)		(3,779,875)

Cash flows from financing activities:
Payments of finance lease obligation	(12,610)		(12,087)
Purchases of treasury stock under employee stock plans	(9,583)		(2,637)
Proceeds from exercise of stock options	52,098		202,386
Repayment of debt under the Credit Agreement	(2,000,000)		—
Net cash provided by (used in) financing activities	(1,970,095)		187,662

Increase (decrease) in cash, cash equivalents and restricted cash	(566,571)		3,900,929
Cash, cash equivalents and restricted cash, beginning of period	19,214,292		10,550,417
Cash, cash equivalents and restricted cash, end of period	$	18,647,721	$	14,451,346

Reconciliation of cash, cash equivalents and restricted cash:	June 30, 2024		June 30, 2023
Cash and cash equivalents	$	17,457,625	$	13,602,515
Restricted cash	1,190,096		848,831
Cash, cash equivalents and restricted cash, end of period	$	18,647,721	$	14,451,346

THE JOINT CORP.

RECONCILIATION FOR GAAP TO NON-GAAP

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Non-GAAP Financial Data:
Net (loss) income	$	(3,596,398)	$	(320,489)	$	(2,649,419)	$	2,005,675
Net interest expense	(79,910)		14,937		(115,540)		64,661
Depreciation and amortization expense	1,523,813		2,329,267		2,927,718		4,544,322
Tax expense (benefit)	178,322		(160,585)		357,249		681,304
EBITDA	(1,974,173)		1,863,130		520,008		7,295,962
Stock compensation expense	552,065		417,017		1,045,460		683,227
Acquisition related expenses	478,710		716,299		478,710		857,992
Loss on disposition or impairment	1,435,320		144,345		1,797,423		209,815
Restructuring costs	144,240		—		301,276		—
Litigation expenses	1,490,000		—		1,490,000		—
Other income related to the ERC	—		91,583		—		(3,779,304)
Adjusted EBITDA	$	2,126,162	$	3,232,374	$	5,632,877	$	5,267,692

Q2 2024 Financial Results As of June 30, 2024 | Reported on August 8, 2024 99.2

Safe Harbor Statements Certain statements contained in this presentation are "forward-looking statements” about future events and expectations. Forward-looking statements are based on our beliefs, assumptions and expectations of industry trends, our future financial and operating performance and our growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Words such as, "anticipates," "believes," "continues," "estimates," "expects," "goal," "objectives," "intends," "may," "opportunity," "plans," "potential," "near-term," "long-term," "projections," "assumptions," "projects," "guidance," "forecasts," "outlook," "target," "trends," "should," "could," "would," "will," and similar expressions are intended to identify such forward-looking statements. Specific forward looking statements made in this presentation include, among others our 2024 highest priorities of refranchising corporate clinics and improving unit economics; our plans to aggressively market clusters of clinics; our plans to increase clinic profitability, by embracing new innovation in operations, IT and marketing that leverage the size of our network on national and local levels; our belief that in 2024, we continue to positively influence the market, and as more and more people discover chiropractic care, our reach is boundless; our anticipation of the success of the fourth quarter of 2024 promotions; and our expectations for system-wide sales, system-wide comp sales for all clinics open 13 months or more; and new franchised clinic openings, excluding the impact of refranchised clinics. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include, but are not limited to, our inability to identify and recruit enough qualified chiropractors and other personnel to staff our clinics, due in part to the nationwide labor shortage and an increase in operating expenses due to measures we may need to take to address such shortage; inflation, and the current war in Ukraine, which has increased our costs and which could otherwise negatively impact our business; the potential for disruption to our operations and the unpredictable impact on our business of outbreaks of contagious diseases; our failure to profitably operate company-owned or managed clinics; short-selling strategies and negative opinions posted on the internet, which could drive down the market price of our common stock and result in class action lawsuits; our failure to remediate future material weaknesses in our internal control over financial reporting, which could negatively impact our ability to accurately report our financial results, prevent fraud, or maintain investor confidence; and other factors described in our filings with the SEC, including in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 8, 2024 and subsequently-filed current and quarterly reports. We qualify any forward-looking statements entirely by these cautionary factors. We assume no obligation to update or revise any forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data. Business Structure The Joint Corp. is a franchisor of clinics and an operator of clinics in certain states. In Arkansas, California, Colorado, District of Columbia, Florida, Illinois, Kansas, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New York, North Carolina, Oregon, Pennsylvania, Rhode Island, South Dakota, Tennessee, Washington, West Virginia and Wyoming. The Joint Corp. and its franchisees provide management services to affiliated professional chiropractic practices. 2© 2024 The Joint Corp. All Rights Reserved.

Refranchising Vast Majority of Clinics Completed initial transactions: • Sold into existing franchisees • Executing Letters of Intent Aggressively Marketing Clusters: • Engaged with Capstone Partners • Finalized Confidential Information Memo • Vetting potential franchisees Value maximization: • Generates capital • Increases franchise royalty revenue • Reduces corporate costs 5© 2024 The Joint Corp. All Rights Reserved.

6© 2024 The Joint Corp. All Rights Reserved. Building Brand Strategy Leveraging unique strengths to • Grow clinic profitability • Patient loyalty Executing new programs to • Support awareness campaigns • Amplify patient acquisition & retention • Engage lapsed patients • Increase referrals • Improve conversion & attrition Targeting huge opportunity • 1.67M active patients representing >1% of adults in the U.S.

12 26 82 175 242 265 309 352 394 453 515 610 712 800 829 4 47 61 47 48 60 64 96 126 135 131 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Q2 24 TOTAL CLINICS OPEN Franchised Company-owned and managed Increasing Franchised Clinics Q2 24 Q2 23 Franchised Clinics Opened 9 23 Franchised Clinics Closed 1 4 Refranchised/ (Acquired) Clinics 2 (3) Corporate Clinics Opened 0 3 Corporate Clinics Closed 2 2 370 399 442 513 312 246 579 706 838 935 960 7© 2024 The Joint Corp. All Rights Reserved.

Robust Development Pipeline 7 Franchise licenses sold in Q2 2024 158 Clinics in active development 1 of June 30, 2024 1,270 Gross cumulative franchise licenses sold 1 of June 30, 2024 29% Franchise licenses sold in Q2 2024 by regional developers 59% Of clinics supported by 17 RDs as of June 30, 20242 55% Metropolitan statistical areas (MSAs) covered by RD territories as of June 30, 2024 8© 2024 The Joint Corp. All Rights Reserved. 1 Of the 1,270 franchise licenses sold as of June 30, 2024, 158 are in active development, 829 are currently operating and the balance represents terminated licenses or closed clinics. | 2 In July, the Joint acquired the Maryland/DC regional developer territory.

Q2 2024 Financial Results as of June 30, 2024 $ in M 1 Q2 2024 Q2 2023 Differences Revenue • Corporate clinics • Franchise fees and royalties $30.3 17.7 12.6 $29.3 17.8 11.5 $1.0 (0.2) 1.1 3% (1)% 10% Cost of revenue 2.8 2.6 0.2 9% Sales and marketing 2 5.4 4.7 0.7 15% Depreciation and amortization 1.5 2.3 (0.8) (35)% G&A 3 22.6 19.9 2.7 13% Loss on disposition or impairment 4 1.4 0.1 1.3 NA Operating income / (loss) (3.5) (0.4) (3.1) NA Other income 0.1 (0.1) (0.2) NA Net income / (loss) (3.6) (0.3) (3.3) NA Adjusted EBITDA 5 2.1 3.2 (1.6) (34)% 1 Due to rounding, numbers may not add up precisely to the totals. | 2 Included the cost of an in-person franchisee conference. | 3 Included $1.5 million in legal expenses associated with a class action suit related to time and wages in California. | 4 The loss on disposition or impairment, including those corporate clinics that were announced to be held for sale. 5 Reconciliation of Adjusted EBITDA to GAAP earnings is included in the Appendix. 9© 2024 The Joint Corp. All Rights Reserved.

Cash flow for the six months end June 30, 2024: • $1.8M from operations • $224k from the net proceeds of the sales of clinics • $(2.0)M repayment of JPMorgan Chase LOC in Q1 24 • $(657)k for ongoing IT capex and small refreshes for corporate clinics 1 JPMorgan Chase LOC provides immediate access to $20M through February 2027. 10© 2024 The Joint Corp. All Rights Reserved. Strong Liquidity $ in Ms 6/30/24 12/31/23 Unrestricted cash $17.5 $18.2 Restricted cash $1.2 $1.1 Available JP Morgan Chase LOC1 $20.0 $18.0

1 Due to rounding, numbers may not add up precisely to the totals. | 2 Included the cost of an in-person franchisee conference. | 3 Included $1.5 million in legal expenses associated with a class action suit related to time and wages in California. | 4 The loss on disposition or impairment, including those corporate clinics that were announced to be held for sale. | 5 Net income included the receipt of the employee retention credits of $3.9 million in Q1 2023. 6 Reconciliation of Adjusted EBITDA to GAAP earnings is included in the Appendix. YTD 2024 Financial Results as of June 30, 2024 $ in M 1 6 mo.s 6/30/24 6 mo.s 6/30/23 Differences Revenue • Corporate clinics • Franchise fees and royalties $60.0 35.2 24.8 $57.6 34.9 22.7 $2.4 0.3 2.1 4% 1% 9% Cost of revenue 5.5 5.1 0.5 9% Sales and marketing 2 9.3 8.9 0.4 5% Depreciation and amortization 2.9 4.5 (1.6) (36)% G&A 3 42.8 39.9 2.9 7% Loss on disposition or impairment 4 1.7 0.2 1.5 NA Operating income / (loss) (2.4) (1.0) (1,4) NA Other income 5 0.1 3.7 (3.6) NA Net income / (loss) (2.6) 2.0 (4.7) NA Adjusted EBITDA 6 5.6 5.3 0.4 7% 11© 2024 The Joint Corp. All Rights Reserved.

Reiterating 2024 Guidance $ in M 2023 Actual 2024 Low Guidance 2024 High Guidance System-wide sales 1 $488.0 $530 $545 System-wide comp sales for all clinics open 13 months or more 2 4% Mid-single digits New franchised clinic openings excluding the impact of refranchised clinics 104 60 75 1 System-wide sales include revenues at all clinics, whether operated or managed by the company or by franchisees. While franchised sales are not recorded as revenues by the company, management believes the information is important in understanding the company’s financial performance, because these revenues are the basis on which the company calculates and records royalty fees and are indicative of the financial health of the franchisee base. | 2 System-wide comp sales include only the sales from clinics that have been open at least 13 or 48 full months and exclude any clinics that have permanently closed. 12© 2024 The Joint Corp. All Rights Reserved.

©2024 The Joint Corp All Rights Reserved Leading Chiropractic Care Franchise Concept Attractive Asset-light Model 86% franchised clinics and implementing refranchising strategy Category Leader & Creator 960 clinics at 6/30/24, revolutionizing access to chiropractic care since 2010 Large & Growing Market $20.5B on chiropractic $8.5B out-of-pocket annual spend in US 1 Recurring Revenue Model 85% of 2023 system-wide gross sales from monthly memberships Premier Nationwide Brand 41 state presence, successful marketing coops, and largest digital footprint 1 IBISWorld 2023 Chiropractors in the US Study, November 2023 14© 2024 The Joint Corp. All Rights Reserved.

16 Performance Metrics and Non-GAAP Measures This presentation of commonly discussed performance metrics. System-wide sales include revenues at all clinics, whether operated by the company or by franchisees. While franchised sales are not recorded as revenues by the company, management believes the information is important in understanding the company’s financial performance, because these sales are the basis on which the company calculates and records royalty fees and are indicative of the financial health of the franchisee base. System-wide comp sales include the revenues from both company-owned or managed clinics and franchised clinics that in each case have been open at least 13 full months and exclude any clinics that have closed. This presentation includes non-GAAP financial measures. EBITDA and Adjusted EBITDA are presented because they are important measures used by management to assess financial performance, as management believes they provide a more transparent view of the company’s underlying operating performance and operating trends. Reconciliation of historical net income/(loss) to EBITDA and Adjusted EBITDA is presented in the table below. The company defines EBITDA as net income/(loss) before net interest, tax expense, depreciation, and amortization expenses. The company defines Adjusted EBITDA as EBITDA before acquisition- related expenses (which includes contract termination costs associated with reacquired regional developer rights), net (gain)/loss on disposition or impairment, stock-based compensation expenses, costs related to restatement filings, restructuring costs, litigation expenses (consisting of legal and related fees for specific proceedings that arise outside of the ordinary course of our business) and other income related to employee retention credits. EBITDA and Adjusted EBITDA do not represent and should not be considered alternatives to net income or cash flows from operations, as determined by accounting principles generally accepted in the United States, or GAAP. While EBITDA and Adjusted EBITDA are used as measures of financial performance and the ability to meet debt service requirements, they are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation. EBITDA and Adjusted EBITDA should be reviewed in conjunction with the company’s financial statements filed with the SEC. © 2024 The Joint Corp. All Rights Reserved.

jake.singleton@thejoint.com Jake Singleton, CFO jake.singleton@thejoint.com The Joint Corp. | 16767 N. Perimeter Dr., Suite 110, Scottsdale, AZ 85260 | (480) 245-5960 https://www.facebook.com/thejointchiro https://twitter.com/thejointchiro https://www.youtube.com/thejointcorp https://www.facebook.com/thejointchiro @thejointchiro https://twitter.com/thejointchiro @thejointchiro https://www.youtube.com/thejointcorp @thejointcorp peter.holt@thejoint.com Peter D. Holt, President & CEO peter.holt@thejoint.com The Joint Corp. | 16767 N. Perimeter Dr., Suite 110, Scottsdale, AZ 85260 | (480) 245-5960 thejoint@lhai.com Kirsten Chapman, LHA Investor Relations thejoint@lhai.com LHA Investor Relations | 50 California Street, Suite 1500 | San Francisco, CA 94111| (415) 433-3777 20© 2024 The Joint Corp. All Rights Reserved.

Cover Page	Aug. 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 08, 2024
Entity Registrant Name	Joint Corp.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36724
Entity Tax Identification Number	90-0544160
Entity Address, Address Line One	16767 N. Perimeter Drive
Entity Address, Address Line Two	Suite 110
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85260
City Area Code	480
Local Phone Number	245-5960
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001
Trading Symbol	JYNT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001612630
Amendment Flag	false